SEMrush Holdings, Inc. — Director's Dealing 2021

Nov 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-11-10

Reporting Person: Shchegolev Oleg (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-10	Class A Common Stock	S	500	$26.932	Disposed	1785312	Direct
2021-11-10	Class A Common Stock	S	200	$26.92	Disposed	831031	Indirect
2021-11-11	Class A Common Stock	C	2000000	—	Acquired	2831031	Indirect
2021-11-11	Class A Common Stock	S	14812	$26.092	Disposed	1770500	Direct
2021-11-11	Class A Common Stock	S	10431	$26.063	Disposed	2820600	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-10	Class B Common Stock	$0.0	C	2000000	Disposed		Class A Common Stock (2000000.0)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.0		Class A Common Stock (4661922.0)	4661922	Direct
Class B Common Stock	$0.0		Class A Common Stock (44197696.0)	44197696	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.9200 to $26.9500, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. Concord Trust Company is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.0000 to $26.2500, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.0000 to $26.2700, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.

F5: The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis and will mandatorily convert into Class A common stock on the date that is seven years from the date of the prospectus used in connection with the IPO and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation

F6: Includes 952,262 shares of Class B common stock that were transferred from the trust described in footnote 8.

F7: Excludes 952,262 shares of Class B common stock previously held that were transferred to the Reporting Person.

F8: These shares are owned by a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.